CONTRACT OF SALE

This Contract is entered into by and between VIRGIL M. CASEY, TRUSTEE OF THE CASEY FAMILY TRUST DATED JUNE 3, 1992 ("Seller"), and SILVERLEAF RESORTS, INC. ("Purchaser").

FOR AND IN CONSIDERATION of the promises, undertakings, and mutual covenants of the parties herein set forth, Seller hereby agrees to sell and Purchaser hereby agrees to purchase and pay for all that certain property hereinafter described in accordance with the following terms and conditions:

The conveyance by Seller to Purchaser shall include that certain tract or parcel of land situated in Taney County, Missouri, said tract containing approximately 80.713 acres and being more particularly described in Exhibit "A" attached hereto and made a part hereof for all purposes, together with all and singular the rights and appurtenances pertaining to such property including any right, title and interest of Seller in and to adjacent strips or gores, streets, alleys or rights-of-way, all rights of ingress and egress thereto, and all improvements and fixtures located on said property (the foregoing property is herein referred to collectively as the "Subject Property").

The purchase price to be paid by Purchaser to Seller for the Subject Property shall be the sum of Nine Hundred Fifty Thousand and No/100 Dollars ($950,000.00). The purchase price shall be payable in the following manner:

A.   $230,000.00 of the total purchase price shall be payable in cash at the closing, less   any earnest money deposits retained by Seller;

B.   The balance of the purchase price shall be paid by Purchaser’s execution and   delivery at the closing of a promissory note (the “Note”) payable to Seller in the original principal amount of $720,000.00. The Note shall provide and be secured as   follows:

(a)   The West ½ of the SW ¼ of the SW ¼ of Section 2 and the West ½ of the NW ¼ of the NW ¼ of Section 11 lying North of the Hollister-Kirbyville Road shall be released upon payment of the first annual principal and interest payment set out in said Note; and

(b)   The East ½ of the SW ¼ of the SW ¼ of Section 2 and the East ½ of the NW ¼ of the NW ¼ of Section 11 lying North of the Hollister-Kirbyville Road shall be released upon payment of the second annual principal and interest payment set out in said Note; and

(c)   The West ½ of the SE ¼ of the SW ¼ of Section 2 shall be released upon payment of the third annual principal and interest payment as set out in said Note.

Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver to Tri-Lakes Title Co., Inc. (the "Escrow Agent" or the "Title Company"), whose address is P.O. Box J, Branson, Missouri 65616, a check payable to the order of the Title Company in trust in the amount of Fifty Thousand and No/100 Dollars ($50,000.00) ("Earnest Money"). All Earnest Money shall be held and delivered in accordance with the provisions hereof. Escrow Agent shall immediately present for payment the check deposited by Purchaser and deposit same into an interest bearing Trust Account. All interest accruing upon the Earnest Money shall be held for the benefit of Purchaser so long as Purchaser is not in default under the terms of this Contract. If Purchaser defaults under the terms of this Contract, all interest accruing on the Earnest Money shall accrue to the benefit of Seller.

In the event that this Contract is closed, then all Earnest Money shall be applied in partial satisfaction of the purchase price hereunder. In the event that this Contract does not close, then the Earnest Money shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that Five Thousand Dollars ($5,000.00) of the Earnest Money shall in all events be delivered to Seller as valuable consideration for the inspection period described in Article VI hereinbelow and the execution of this Contract by Seller.

Within ten (10) days after the Purchaser’s deposit of its Earnest Money hereunder, Seller shall deliver, or cause to be delivered, to Purchaser a copy of the survey dated October 31, 2000, prepared by Rozell Survey Company of Branson, Missouri (“the “Survey”). Within twenty (20) days from the date of execution of this Contract, Purchaser, at Purchaser’s sole cost and expense, shall obtain and deliver to Seller copies of the following (collectively, the "Due Diligence Items"):

a.   An updated or recertified Survey of the Subject Property which Survey shall be dated subsequent to the date of execution of this Contract and which Survey shall: (a) include a metes and bounds legal description of the Subject Property; (b) accurately show all improvements, encroachments and uses and accurately show all easements and encumbrances visible or listed on the Title Commitment (identifying each by recording reference if applicable); (c) recite the exact number of square feet included within the Subject Property and within each building, if any, located on the Subject Property; (d) state whether the Subject Property (or any portion thereof) lies within a flood zone or flood prone area; (e) contain a certificate verifying that the Survey was made on the ground, that the Survey is correct, that there are no improvements, encroachments, easements, uses or encumbrances except as shown on the survey plat, that the area represented for the Subject Property has been certified by the surveyor as being correct and that the Subject Property does not lie within any flood zone or flood prone area, except as indicated thereon, that the Subject Property has access to public streets as indicated thereon, and otherwise be in the form of Exhibit "B" attached hereto and made a part hereof; and (f) otherwise be in form sufficient for the amendment of the boundary exception by the Title Company. Unless otherwise agreed by Seller and Purchaser, the metes and bounds description contained in the Survey shall be the legal description employed in the documents of conveyance of the Subject Property;

b.   A current commitment (the "Title Commitment") for the issuance of an owner's policy of title insurance to the Purchaser from the Title Company, together with good and legible copies of all documents constituting exceptions to Seller's title as reflected in the Title Commitment.

Purchaser shall have a period of sixty (60) days following the date of execution of this Contract within which to review and approve the information to be obtained by Purchaser pursuant to subparagraphs (a) and (b) of Article IV (the "Title Review Period"). If the information to be obtained pursuant to subparagraphs (a) and (b) of Article IV reflects or discloses any defect, exception or other matter affecting the Subject Property ("Title Defects") that is unacceptable to Purchaser, then prior to the expiration of the Title Review Period Purchaser shall provide Seller with written notice of Purchaser's objections. Seller may, at his sole option, elect to cure or remove the objections raised by Purchaser; provided, however, that Seller shall have no obligation to do so. Should Seller elect to attempt to cure or remove the objections, Seller shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish the cure prior to the expiration of the Cure Period, then Seller shall so notify Purchaser in writing specifying which objections Seller does not intend to cure, and then Purchaser shall be entitled, as Purchaser's sole and exclusive remedies, either to terminate this Agreement by providing written notice of termination to Seller within ten (10) days from the date on which Purchaser receives Seller's no-cure notice or waive the objections and close this transaction as otherwise contemplated herein. If Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Subject Property as shown by the Survey and Title Commitment, then Purchaser shall be deemed to have no objections to the state of Seller's title to the Subject Property as shown by the Survey and Title Commitment, and any exceptions to Seller's title which have not been objected to by Purchaser and which are shown on the Survey or described in the Title Commitment shall be considered to be "Permitted Exceptions." The provisions hereof to the contrary notwithstanding, that certain power line easement in favor of Empire District Electric Company recorded in Book 248, Page 1681, Taney County Deed Records, and that certain Sanitary Sewer Easement in favor of Taney County Regional Sewer District recorded in Book 343, Page(s) 3252-3253, Taney County Deed Records are hereby deemed to be Permitted Exceptions.

Purchaser, at Purchaser's sole expense, shall have the right to conduct a feasibility, environmental, engineering and physical study of the Subject Property for a period of time commencing on the date of execution of this Contract and expiring sixty (60) days thereafter (the "Inspection Period"). Purchaser and Purchaser's duly authorized agents or representatives shall be permitted to enter upon the Subject Property at all reasonable times during the Inspection Period in order to conduct engineering studies, soil tests and any other inspections and/or tests that Purchaser may deem necessary or advisable. Purchaser further agrees to indemnify and hold Seller harmless from any claims or damages, including reasonable attorneys' fees, resulting from Purchaser's inspection of the Subject Property. In the event that the review and/or inspection conducted by this paragraph shows any fact, matter or condition to exist with respect to the Subject Property that is unacceptable to Purchaser, in Purchaser's sole discretion, or if for any reason Purchaser determines that purchase of the Subject Property is not feasible, then Purchaser shall be entitled, as Purchaser's sole remedy, to cancel this Contract by providing written notice of cancellation to Seller prior to the expiration of the Inspection Period. If Purchaser shall provide written notice of cancell